SPECIMEN COMMON STOCK CERTIFICATE (FRONT)
--------------------------------------------------------------------------------
      Number                                                          Shares
-------------------                                               --------------
Common Stock

                    LIFESCIENCES OPPORTUNITIES INCORPORATED

              INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA

                                                          CUSIP
                                                    ----------------
                                                     SEE REVERSE FOR
                                                   CERTAIN DEFINITIONS

THIS CERTIFIES THAT


                                    SPECIMEN

is the owner of

      FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.0001
PER SHARE, OF LIFESCIENCES OPPORTUNITIES INCORPORATED

transferable only on the books of the Corporation by the holder hereof in person
or by duly  authorized  attorney,  upon surrender of this  Certificate  properly
endorsed.  This  Certificate  is not valid until  countersigned  by the Transfer
Agent and registered by the Registrar.

      WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.

      Dated:
                                CORPORATE SEAL

      SPECIMEN                                              SPECIMEN

/s/   Signature                                       /s/   Signature
------------------------------                        --------------------------
      Secretary                                             President

COUNTERSIGNED:
TRANSFER AGENT

<PAGE>

                  SPECIMEN COMMON STOCK CERTIFICATE (REVERSE)
--------------------------------------------------------------------------------

                   LIFESCIENCES OPPORTUNITIES INCORPORATED

THE CORPORATION  WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS
A  FULL  STATEMENT  OF  THE  POWERS,  DESIGNATIONS,  PREFERENCES  AND  RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF OF THE CORPORATION AND THE  QUALIFICATIONS,  LIMITATIONS OR RESTRICTIONS
OF SUCH PREFERENCES  AND/OR RIGHTS,  SUCH REQUEST MAY BE MADE TO THE CORPORATION
OR THE TRANSFER AGENT.

      The following  abbreviations,  when used in the inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM --                                      as tenants in common
                                                UNIF GIFT MIN ACT--
                                                             Custodian
                                                -------------
                                                (cust)       (Minor)
TEN ENT --                                             as tenants by the
                                                       entireties under
                                                       Uniform Gifts to Minors
JT ENT --         as joint tenants with right   Act
                  of survivorship and not as       -----------------------------
                  tenant in common                      (State)


     Additional abbreviations may also be used though not in the above list.

      FOR VALUE RECEIVED, ________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE  PRINT OR  TYPEWRITE  NAME AND  ADDRESS,  INCLUDING  POSTAL  ZIP CODE OF
ASSIGNEE)

__________ Shares of the common stock represented by the within  certificate and
do hereby  irrevocably  constitute and appoint  ____________________Attorney  to
transfer the said stock on the books of the within named  Corporation  with full
power of substitution in the premises.

Dated:

NOTICE: THE SIGNATURE TO THIS AGREEMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE  CERTIFICATE  IN EVERY  PARTICULAR,  WITHOUT  ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE  MEDALLION PROGRAM),  PURSUANT TO S.E.C. RULE 17
Ad-15.